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SurgePays, Inc. (NASDAQ: SURG), a fintech and wireless company, today announced that it has completed the sale of its ClearLine point of sale (POS) engagement platform, its Managed Marketing Services platform, and a turnkey wireless company (MVNO), together with related operating assets, to GPO Plus, Inc. ("GPO Plus") for a total consideration of $27.5 million.
ClearLine is an innovative point of sale digital marketing platform that turns credit card payment terminals and customer facing screens into a dynamic, interactive marketing channel for retailers. The software delivers a seamless approach to marketing campaigns designed to increase customer spending, capture reviews and feedback, gather customer data, and digitize loyalty program enrollment through hyperlocal marketing on payment terminals and POS screens.
ClearLine's platform includes reviews, deals, surveys, VIP club, gift cards, coupons, birthday club, loyalty, referral program, Wi Fi marketing, geofencing, push messages, POS system integration, and NFC tags, giving merchants a single dashboard to run engagement and marketing across the storefront and the point of sale. The platform is backed by U.S. Patent No. 12,632,881 B2, which covers its merchant engagement technology.
The transaction also includes the proprietary Managed Marketing Services (MMS) platform. The ClearLine managed digital marketing network turns smart TVs installed in retail locations into a dynamic, remotely controlled media channel in place of traditional printed signage. Video commercials, static ads, QR code or coupon offers, and more can be controlled not only at the store level, but down to the TV if multiple TVs are placed in different areas of the store. The MMS platform can generate advertising revenue and promote products and services to the captive in-store audience.
The turnkey prepaid wireless company was built using SurgePays' existing platforms, carrier contracts, and integrated software infrastructure.
For SurgePays, the transaction sharpens the Company's focus on its core prepaid wireless and fintech businesses, monetizes the significant investment in the ClearLine development over the last three years at a meaningful valuation, and materially strengthens the Company's balance sheet.
As consideration for the transaction, GPO Plus issued to SurgePays 25,000,000 shares of a newly designated Series D Preferred Stock. As part of the transaction, SurgePays also entered into a put option agreement with Emerald Shoals Targeted Opportunities Fund LP ("Emerald Shoals"), giving SurgePays the right to sell the Series D Preferred Stock, or the common stock it converts into, to Emerald Shoals for $27.5 million in cash.
"This is a win-win for both companies and their shareholders," said Brian Cox, Chief Executive Officer of SurgePays. "On the heels of some remarkable recent MVNO valuations, we are delivering the ClearLine POS engagement platform, the MMS platform, and a turnkey prepaid wireless company to GPO Plus. I am a big fan of GPO's DSD model, and we believe adding these platforms can drive meaningful new revenue streams across their network. For SurgePays, monetizing ClearLine and the turnkey MVNO strengthens our balance sheet and lets us put our full focus on our core prepaid wireless and fintech businesses."
Additional information regarding the transaction, including the Asset Purchase Agreement and related agreements, is included in the Current Report on Form 8-K filed by SurgePays with the Securities and Exchange Commission on the date of this release, which may be accessed at www.sec.gov.
About SurgePays
SurgePays, Inc. (NASDAQ: SURG) is a fintech and mobile virtual network operator (MVNO) that delivers prepaid wireless and financial products to the approximately 138 million subprime consumers in the United States. Through its proprietary point of sale platform deployed across approximately 9,000 convenience stores and a growing Retail Media Network, SurgePays enables retailers to offer wireless activations, top ups, and consumer financial services. The Company's subsidiaries include LinkUp Mobile, Torch Wireless, and the ProgramBenefits.com platform, which is being built to incorporate AI driven decisioning across the financial and benefit products it offers. SurgePays is headquartered in Bartlett, TN. Learn more at www.surgepays.com and ir.surgepays.com.
Forward Looking Statements
This press release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements are based on the Company's current expectations regarding the transaction described above, the intended benefits of the transaction, and the Company's ongoing business. Because forward looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, many of which are outside the Company's control. Actual results and financial condition may differ materially from those indicated in the forward looking statements. Important factors that could cause actual results to differ are discussed in the Company's filings with the Securities and Exchange Commission, including the risk factors contained in its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue reliance on forward looking statements, which speak only as of the date of this release. The Company undertakes no obligation to update these statements, except as required by law.
Investor and Media Contact
MDM Worldwide | Investor Relations
ir@surgepays.com
